NEOPOST - 2018 Registration document

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Corporate governance report

Remuneration of managers and directors

the activity, revenue, market capitalization, number of employees and challenges are similar to those of Neopost. The remuneration and appointments committee uses studies produced by the external consultants Willis Towers Watson to obtain remuneration benchmarks for all Board positions. As regards remuneration of the Chairman, the committee refers to a panel comprising about 15 companies and, with the assistance of the aforementioned consultants, verifies the positioning of remuneration of the Chairman, which appears in line with the practices of this panel, both in terms of structure and amount. For the 2019 financial year, the Chairman's fixed annual remuneration could be 120,000 euros. As of the 2018 financial year, the Chairman is no longer eligible for any new long-term remuneration plans by the Company. The final acquisition of the free shares allocated to Denis Thiery during previous years remains subject to conditions of performance recorded three years after the date of allocation. The delivery of free shares remains subject to the existence of a corporate appointment or employment contract with the Group. Subsequently, no delivery can take place after the termination of existing appointments. Denis Thiery's term of office as a director not being renewed at the General Meeting of 28 June 2019, the Board of Directors decided, given the proximity of the expiry date of the performance share plan decided by the Board of Directors on 1 July 2016, to waive for his benefit the condition of presence under this plan expiring on 2 July 2019, the performance conditions attached to the 34,000 free shares from which he benefited remain applicable for any delivery to his benefit. Pursuant to article L. 225-37-2 of the French commercial code, as introduced by the law on transparency, the fight against corruption and the modernization of the economy, known as the Sapin II law, this report drawn up by the Board of directors sets out the principles and criteria for establishing, distributing and awarding the fixed, variable and exceptional components comprising the total remuneration and fringe benefits awarded to the Chief Executive Officer, Geoffrey Godet, on account of his corporate appointment, which shall be put to the vote at the General Meeting of 28 June 2019. Should the General Meeting of 28 June 2019 not approve this resolution, the remuneration shall be set in accordance with existing practice within the Company. Pursuant to article L. 225-37-2, it is hereby specified that the payment of variable and exceptional components to Geoffrey Godet for the 2019 financial year shall be subject to approval of the General Meeting called to vote on the financial statements for the financial year ended 31 January 2020. At Neopost, remuneration policy specifies that the remuneration of corporate directors is established by the Board of directors following a proposal by the remuneration and appointments committee. 3° Performance share

In application of article L. 225-197-1 of the French commercial code, it is hereby precised that Denis Thiery remains committed to keeping 50,000 acquired free shares in registered form, which cannot be assigned until the end of his corporate appointment as Chairman of the Board.

4° The advantages of all kinds

The Chairman could benefit from a company car, assistance with filing his annual tax declarations and reimbursement of reasonable business expenses incurred for performing his duties on presentation of appropriate receipts, in accordance with Company policy. The Chairman does not receive any other remuneration for his corporate appointment. He does not therefore receive any multi-annual variable remuneration, exceptional remuneration or any allocation of options to subscribe to or purchase shares. He is not entitled to any severance pay or compensation relating to a non-compete clause. These items of remuneration will be subject to a resolution submitted by the Board of directors to the General Shareholder Meeting. The resolution will be worded as follows: “Having read the corporate governance report provided for in Article L. 225-37 of the French commercial code and in accordance with article L. 225-37-2 of the French commercial code, the General Meeting, voting under the quorum and majority conditions required for ordinary general meetings, approves the principles and criteria for determining, allocating and allocating the fixed, variable and exceptional items comprising the total compensation and benefits of any kind presented in the above-mentioned report and attributable to the Chairman's corporate office.” The Board of directors and the remuneration and appointments committee refer in particular to the recommendations of the Afep-Medef code when establishing the remuneration and benefits awarded to its executive director. In accordance with these recommendations, they ensure this remuneration policy complies with principles of comprehensiveness, balance, comparability, coherence, transparency and measure, as well as taking market practice into account. The remuneration elements for the Chief Executive Officer are therefore established on the basis of his duties within Neopost, his experience, years of service and performance, as well as market practice. Any future increases in remuneration shall take into account the performance of Neopost and market practice. Due to the amount of time spent in the United States on account of the importance of this country for Neopost, approximately 15% of Geoffrey Godet’s fixed and variable remuneration is paid in US dollars by the subsidiary Mailroom Holding Inc. for his mandate within this company. Finally, Geoffrey Godet has no employment contract within the Company or any other company within the Group.

The Chief Executive Officer – Remuneration 2019

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REGISTRATION DOCUMENT 2018 / NEOPOST